(c)
which is independently developed
(i.e., without
the knowledge or
use of the
Proprietary Information)
by the Receiving Party as evidenced by its records; or
(d)
which the Receiving Party is required to disclose pursuant to a valid order of a state
or federal court or governmental body or any political subdivision thereof;
provided, however, that the Receiving Party shall first give notice to the Disclosing
Party and make reasonable effort
to obtain (and
permit Disclosing Party,
at its
option, to obtain) a protective order requiring
that the information
and/or
documents so disclosed be used only for the purposes for which the valid order was
issued.
7.
Nothing contained
in this Agreement
shall be construed
as granting any
rights by license
or
otherwise in or to any Proprietary Information disclosed to a Receiving Party. All
Proprietary
Information shall remain the property of a Disclosing Party. All Proprietary Information shall be
returned immediately
by a Receiving Party to the Disclosing Party upon
written request, together
with all copies and
duplicates of any
such Proprietary Information.
Any abstracts, notes,
memoranda or other documents
containing any Proprietary
Information, or
any description,
summary or analysis of
any Proprietary Information shall be destroyed
by a Receiving Party
upon
such written request by the Disclosing Party. The destruction
shall be certified
in writing by an
officer of the Receiving Party.
If the parties hereto decide to
enter into any licensing, marketing,
joint venture, or other arrangement
regarding any Proprietary
Information disclosed hereunder,
it
shall only be done on the basis of a separate written agreement
between them. No disclosure of any
Proprietary Information
hereunder shall be construed a public disclosure
of such Proprietary
Information by a Disclosing Party.
8.
The furnishing of Proprietary Information hereunder
shall not obligate
either Party to enter into any
further agreement or negotiation with
the other or, except as may be expressly provided for herein,
if disclosure is made by both parties neither are not refrained from entering into an agreement or
negotiation with any other party. Both parties agree that, unless and until a definitive agreement
between the Parties with respect
to any transaction relating to the Copyrights has been executed and
delivered, neither
of the Parties will be under any legal obligation
of any kind whatsoever with
respect to such a transaction by virtue of this or any written or oral expression with respect to such a
transaction by any of their representatives, directors, officers, employees,
agents or any
other
representatives or its advisors or
representatives thereof. The agreement set forth in this paragraph
may be modified or waived only by a separate writing by the Parties expressly
so modifying or
waiving such agreement.
9.
In the event a Receiving
Party discloses, disseminates
or releases any
Proprietary Information
received from a Disclosing Party,
except as provided above, such
disclosure, dissemination
or
release will be deemed a material breach of the Agreement. A Receiving
Party acknowledges that
the Disclosing Party will not have an adequate remedy at law if it breaches its obligations
under
this Agreement. Accordingly, if a Receiving Party breaches
any of its obligations hereunder,
the
Disclosing Party shall have the right to obtain equitable relief to prevent the
Receiving Party from
taking any actions which are prohibited by, or to require the Receiving Party
to comply with the
provisions of, this Agreement. The
provisions of this paragraph are in addition
to any other legal
right or remedies the Disclosing Party may have under applicable law to require the Receiving Party
to comply with the provisions of this agreement.
10.
Except as may be required by law, without the prior written consent of the other Party, neither Party
hereto, nor its respective representatives,
will disclose to any person (except its employees,